Current Report Filing (8-k)
05 June 2019 - 7:18AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): June 4, 2019 (May 29, 2019)
PROFICIENT ALPHA ACQUISITION CORP.
(Exact name of registrant as specified
in its charter)
Nevada
|
|
001-38925
|
|
83-1505892
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification Number)
|
40 Wall St., 29
th
floor
New York, New York
|
|
10005
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant’s telephone number,
including area code:
(407) 345-8332
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 3.02. Unregistered Sales
of Equity Securities.
Simultaneously with
the consummation of the initial public offering (“IPO”) and the sale of the Units (defined below), Proficient Alpha
Acquisition Corp., a Nevada corporation (the “Company”), consummated the private placement (“Private Placement”)
of 5,375,000 warrants (“Placement Warrants”) at a price of $1.00 per Placement Warrant, generating total proceeds of
$5,375,000. The Placement Warrants, which were purchased by Mr. Shih-Chung Chou (the “Sponsor”), are substantially
similar to the Public Warrants, except that if held by the Sponsor or his permitted transferees, the Placement Warrants (i) may
be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption and (iii) are, subject to
certain limited exceptions, subject to transfer restrictions until 30 days following the consummation of the Company’s initial
business combination. If the Placement Warrants are held by holders other than Sponsor or his permitted transferees,
the Placement Warrants will be redeemable by the Company and exercisable by holders on the same basis as the Public Warrants (defined
below).
Item 5.03. Amendments to Certificate
of Incorporation or Bylaws; Change in Fiscal Year.
On
May 29, 2019, in connection with its IPO, the Company filed its Amended and Restated Articles of Incorporation with Secretary of
State of the State of Nevada, effective the same day. The terms of the Amended and Restated Articles of Incorporation are
set forth in the Company’s registration statement on Form S-1 (File No. 333- 231084) (the “Registration Statement”)
for its IPO and are incorporated herein by reference. A copy of the Amended and Restated Articles of Incorporation is attached
as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 8.01. Other Events.
On
May
29, 2019
, the Registration Statement was declared effective by the Securities and Exchange Commission. In connection
therewith and the closing of the IPO, the Company entered into the following agreements previously filed as exhibits to the Registration
Statement:
●
|
An Underwriting Agreement, dated
May 29, 2019
, between the Company and I-Bankers Securities, Inc. as representative of the several underwriters;
|
|
|
●
|
A Business Combination Marketing Agreement, dated May 29, 2019, between the Company and I-Bankers Securities, Inc.
|
|
|
●
|
An Investment Management Trust Agreement, dated
May 29, 2019
, between the Company and American Stock Transfer & Trust Company LLC;
|
●
|
A Warrant Agreement, dated
May 29, 2019
, between the Company and American Stock Transfer & Trust Company LLC;
|
|
|
●
|
A Rights Agreement, dated
May 29, 2019
, between the Company and American Stock Transfer & Trust Company LLC;
|
●
|
A Share Escrow Agreement, dated
May 29, 2019
, between the Company, its initial stockholders and American Stock Transfer & Trust Company LLC;
|
|
|
●
|
A Registration Rights Agreement, dated
May 29, 2019
, between the Company and the initial stockholders;
|
●
|
Letter Agreement by and between the Company and the Sponsor;
|
|
|
●
|
Letter Agreement by and between the Company and its officers and directors; and
|
|
|
●
|
Letter Agreement by and between the Company and the initial stockholders.
|
On
June
3,
2019, the Company consummated its IPO of 10,000,000 units (“Units”). Each Unit consists of one share of
common stock, $0.001 par value per share (“Common Stock”), one warrant (“Public Warrant”) to purchase
one share of Common Stock at an exercise price of $11.50 per share, and one right (“Right”) to receive one-tenth of
one share of Common Stock upon consummation of the Company’s initial business combination. The Units were sold at
an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000. Pursuant to the Underwriting Agreement, the Company
granted the underwriters in the IPO (the “Underwriters”) a 30-day option to purchase up to 1,500,000 additional Units
solely to cover over-allotments, if any (the “Over-Allotment Option”); and simultaneously with the consummation of
the IPO, the Underwriters exercised the Over-Allotment Option in full.
A total of $115,000,000
of the net proceeds from the IPO and the Private Placement were placed in a trust account established for the benefit of the Company’s
public stockholders at Morgan Stanley, N.A., with American Stock Transfer & Trust Company LLC acting as trustee. Except for
the withdrawal of interest to pay taxes and interest to pay any dissolution expenses, none of the funds held in the trust account
will be released until the earlier of the completion of the Company’s initial business combination or the redemption of 100%
of the Common Stock issued by the Company in the IPO if the Company is unable to consummate an initial business combination within
18 months from the closing of the IPO.
Copies of the press
releases issued by the Company announcing the pricing of the IPO and the consummation of the IPO are included as Exhibits 99.1
and 99.2, respectively, to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
1.1
|
Underwriting Agreement between the Company and I-Bankers Securities, Inc.
|
|
|
1.2
|
Business Combination Marketing Agreement, dated May 29, 2019, between the Company and I-Bankers Securities, Inc.
|
|
|
3.1
|
Amended and Restated Certificate of Incorporation as filed with the Secretary of State of the State of Nevada on May 29, 2019
|
|
|
4.1
|
Warrant Agreement, dated May 29, 2019, between American Stock Transfer & Trust Company and the Company
LLC
|
|
|
4.2
|
Rights Agreement, dated May 29, 2019, between American Stock Transfer & Trust Company and the Company
LLC
|
|
|
10.1
|
Investment Management Trust Account Agreement, dated May 29, 2019, between American Stock Transfer & Trust Company and the Company
LLC
|
|
|
10.3
|
Share Escrow Agreement, dated May 29, 2019, 2018, between the Company, initial stockholders and American Stock Transfer & Trust Company
LLC
|
|
|
10.4
|
Registration Rights Agreement among the Company and the
initial stockholders
|
|
|
10.5
|
Letter Agreement by and between the Company and the
Sponsor
|
|
|
10.6
|
Letter Agreement by and between the Company and its officers and directors
|
|
|
10.7
|
Letter Agreement by and between the Company and its initial
stockholders
|
|
|
99.1
|
Press Release Announcing Pricing of IPO
|
|
|
99.2
|
Press Release Announcing Closing of IPO
|
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 4, 2019
|
PROFICIENT ALPHA ACQUISITION CORP.
|
|
|
|
|
By:
|
/s/ Kin Sze
|
|
|
Name: Kin Sze
|
|
|
Title: Co-Chief Executive Officer
|
Proficient Alpha Acquisi... (NASDAQ:PAACU)
Historical Stock Chart
From Jul 2024 to Jul 2024
Proficient Alpha Acquisi... (NASDAQ:PAACU)
Historical Stock Chart
From Jul 2023 to Jul 2024
Real-Time news about Proficient Alpha Acquisition Corporation (NASDAQ): 0 recent articles
More Proficient Alpha Acquisition Corp News Articles